Outlook and challenges for listed companies in Brazil (2025 → 2030+)

Brazil’s capital markets are going through a more cautious cycle. After the strong wave of IPOs in 2020 and 2021, B3 experienced a prolonged period without major new listings, alongside an increase in take-private transactions and corporate reorganizations. This scenario is not new: historically, IPO activity tends to rise when interest rates are lower and liquidity is abundant, and to slow when the cost of capital and risk aversion increase.

From a business perspective, the central takeaway is straightforward: the market has not disappeared — it has become more demanding. In a high cost-of-capital environment, companies have prioritized financing alternatives less exposed to stock market sentiment. As a result, debt financing has gained ground, especially in sectors with long-term projects and greater regulatory predictability.

The regulatory response: lowering costs and increasing confidence

In recent years, the CVM and B3 have sought to modernize the market environment to make the ecosystem more attractive and functional.

On one hand, the CVM updated the general rules for public offerings with a more modern framework, replacing older regulations and aiming to increase predictability in fundraising processes. On the other, it launched the FÁCIL Regime, focused on Smaller Companies, with measures to reduce compliance costs and facilitate market access through more proportionate disclosure requirements and simpler registration logic.

In parallel, B3 has been discussing improvements to the Novo Mercado to strengthen board composition rules, independence requirements, limits on the accumulation of positions, and audit and transparency mechanisms. The message is clear: attracting capital requires verifiable governance and reliable enforcement.

Tax reform and productivity: a medium-term window

Brazil’s consumption tax reform, with the transition to a dual VAT (CBS and IBS), tends to reduce cascading tax distortions and simplify production chains through gradual implementation until 2033. The unification of taxes (PIS, Cofins, IPI, ICMS and ISS) into a Goods and Services Tax (IBS) and a Contribution on Goods and Services (CBS) will make tax calculation more transparent, facilitating a clearer view of the tax burden embedded in prices.

The expectation of a better environment for productive investment is real, especially for industrial sectors and those with extensive supplier chains, such as agribusiness and exporting companies. However, the economic gains will depend on execution, technology adoption and productivity growth. The reform is expected to reduce tax cascading and allow full use of tax credits, which should lower the final cost of production and increase competitiveness.

This will also be more visible to consumers, as taxes will be itemized on invoices.

Healthcare, education, food, hygiene and cleaning products, and certain agricultural goods will have rates reduced by 60%, which may result in lower prices for end consumers of these items.

The most sensitive issue for 2025–2026: investor litigation and directors’ liability

If there is one topic likely to change how listed companies manage legal risk, it is the advancement of legislative and regulatory proposals aimed at strengthening private enforcement.

Bill 2,925/2023 — which moved forward in the House and was sent to the Senate — seeks to broaden investor protection mechanisms and modernize liability standards for damages in the capital markets. Put simply, it attempts to “localize” tools similar to class actions and derivative suits, creating incentives for minority shareholders to pursue compensation more efficiently, while also guarding against opportunistic litigation.

In practice, this may move Brazil toward a model in which investor protection does not rely solely on regulators, but also on more functional civil redress mechanisms. This shift aligns with international debates on governance, transparency and accountability in the wake of major corporate crises.

Brazil vs. the U.S.

In the U.S., securities class actions are part of the system and directly influence disclosure, governance and risk pricing.

In Brazil, the historical path has been more centered on corporate arbitration and regulatory action, with less maturity in collective claims specifically focused on capital markets.

The current trend is to seek an intermediate model: greater access to compensation, with safeguards to reduce predatory litigation.

What this means for companies

For listed companies — and also for businesses considering an IPO in the medium term — strategic priorities should include:

1. Governance as an economic asset: A well-structured board, genuine independence, strong committees and consistent internal controls reduce the cost of capital and reputational risk. The Novo Mercado discussions point in this direction.

2. Preventive litigation management: The next cycle of disputes is likely to involve market disclosure, fiduciary duties and accounting transparency.

3. A more hybrid funding strategy: Given the narrow IPO window, a common route is to combine debt, incentivized instruments and governance structures that keep the company ready for a listing when the macro cycle improves.

4. Attention to new gateways for mid-sized companies: For companies with compatible revenue bases (annual revenue up to R$ 500 million), the FÁCIL Regime may facilitate access to the market and credit for corporate development in a simpler, cheaper and faster way through a streamlined regulatory framework — such as the FÁCIL Form, fewer disclosure obligations (semiannual instead of quarterly) and certain reporting exemptions — aiming to democratize investment and finance the growth of SMEs in Brazil.

In summary

Brazil is going through a period of lower appetite for equity, but with two positive forces under construction:

• regulatory modernization (to expand access and increase confidence), and

• macro and tax restructuring (with potential medium-term stimulus for productive investment).

From a legal-strategic standpoint, the core message is:

governance and transparency are not just compliance — they are tools for managing economic risk and litigation risk.